AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 3, 2004
REGISTRATION NO. 333-___________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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CITADEL BROADCASTING CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 51-0405729
(State or other (I.R.S. Employer
jurisdiction of Identification Number)
incorporation or
organization)
CITY CENTER WEST, SUITE 400
7201 WEST LAKE MEAD BLVD.
LAS VEGAS, NEVADA 89128
(Address of Principal Executive Offices) (Zip Code)
CITADEL BROADCASTING COMPANY
401(K) RETIREMENT SAVINGS PLAN
(Full title of the plan)
RANDY L. TAYLOR
VICE PRESIDENT-FINANCE AND SECRETARY
CITY CENTER WEST, SUITE 400
7201 WEST LAKE MEAD BLVD.
LAS VEGAS, NEVADA 89128
(702) 804-5200
(Name, address, and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TO BE OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES REGISTERED PRICE PER OFFERING REGISTRATION
TO BE REGISTERED (1) SHARE (2) PRICE (2) FEE
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Common Stock, par value
$0.01 per share (the "Common 1,000,000
Stock") shares $15.715 $15,715,000 $1,991.09
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(1) Includes an indeterminate number of shares of Common Stock that may be
issued in the event of stock splits, stock dividends or similar
transactions in accordance with Rule 416 of the Securities Act of
1933, as amended (the "Securities Act"). In addition, pursuant to Rule
416(c) of the Securities Act, this Registration Statement also covers
an indeterminate amount of interests to be offered or sold pursuant to
the employee benefit plan described herein.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and (h) of the Securities Act based upon the
average of the high and low sales prices for the Common Stock as
reported by the New York Stock Exchange on June 1, 2004.
EXPLANATORY NOTE
This Registration Statement relates to 1,000,000 shares of common
stock of Citadel Broadcasting Corporation (the "Company"), par value $0.01
per share (the "Common Stock"), which may be offered under the Citadel
Broadcasting Company 401(k) Retirement Savings Plan (the "Plan"), and an
indeterminate amount of interests to be offered pursuant to the Plan.
PART I
The documents containing information specified by Part I of this
Registration Statement will be sent to participants in the Plan as
specified in Rule 428(b)(1) promulgated by the Securities and Exchange
Commission (the "SEC") under the Securities Act of 1933, as amended (the
"Securities Act"). These documents are not required to be filed with the
SEC. They constitute, along with the documents incorporated by reference
into this Registration Statement pursuant to Item 3 of Part II, a
prospectus that meets the requirements of Section 10(a) of the Securities
Act.
You may receive, without charge, upon written or oral request, a copy
of the documents that are incorporated by reference in Item 3 of Part II of
this Registration Statement. In addition, you may receive a copy of the
Plan without charge, by contacting Randy L. Taylor, our Vice
President-Finance and Secretary, at the following phone number: (702)
804-5200.
References to "we," "us" and "our" refer to Citadel Broadcasting
Corporation, a Delaware corporation.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file
at the SEC's public reference room in Washington, D.C. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference rooms or
access our SEC filings on the SEC's web site at http://www.sec.gov.
Reports, proxy and information statements and other information concerning
us can also be inspected at the offices of the New York Stock Exchange
located at 20 Broad Street, New York, NY 10005.
The SEC allows us to "incorporate by reference" information into this
Registration Statement, which means that we can disclose important
information to you by referring you to another document filed separately
with the SEC. The information incorporated by reference is considered to be
part of this Registration Statement, and later information that we file
with the SEC will automatically update this Registration Statement. We
incorporate by reference the following documents and any future filings
made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the
termination of the offerings registered on this Registration Statement:
(a) Our Registration Statement on Form 8-A (File No. 001-31740),
filed with the SEC on July 22, 2003, in which there are described
the terms, rights and provisions applicable to our outstanding
Common Stock;
(b) Our Annual Report on Form 10-K for the yearly period ended
December 31, 2003, filed with the SEC on March 16, 2004;
(c) Our Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2004, filed with the SEC on May 14, 2004;
(d) Our Current Report on Form 8-K filed with the SEC on February 5,
2004; and
(e) Our Current Report on Form 8-K filed with the SEC on February 12,
2004.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Certain legal matters with respect to the issuance of the securities
offered hereby will be passed upon for us by Fried, Frank, Harris, Shriver
& Jacobson LLP.
Item 6. Indemnification of Directors and Officers
Our Restated Certificate of Incorporation and Amended and Restated
By-Laws provide that our directors and officers shall be indemnified by us
to the fullest extent authorized by Delaware law, as it now exists or may
in the future be amended, against all expenses and liabilities reasonably
incurred in connection with service for or on our behalf, except with
respect to any matter that such director or officer has been adjudicated
not to have acted in good faith or in the reasonable belief that his action
was in our best interests.
We have entered into agreements to indemnify our directors and certain
executive officers in addition to the indemnification provided for in our
Restated Certificate of Incorporation and Amended and Restated By-Laws.
These agreements, among other things, indemnify our directors and officers
to the fullest extent permitted by Delaware law for certain expenses
(including attorneys' fees), liabilities, judgments, fines and settlement
amounts incurred by such person arising out of or in connection with such
person's service as a director or officer of us or any of our affiliates.
We maintain policies of insurance under which our directors and
officers are insured, within the limits and subject to the limitations of
the policies, against certain expenses in connection with the defense of,
and certain liabilities which might be imposed as a result of, actions,
suits or proceedings to which they are parties by reason of being or having
been such directors or officers.
The Plan provides that to the extent not prohibited by state or
federal law, the Company agrees to, and shall indemnify and save harmless,
as the case may be, each administrator (other than the Company), officer,
and/or director, from all claims for liability, loss, damage or expense
(including payment of reasonable expenses in connection with the defense
against any such claim) which result from any exercise or failure to
exercise any of the indemnified person's responsibilities with respect to
the Plan, other than by reason of gross negligence.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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4.1** Restated Certificate of Incorporation of Citadel
Broadcasting Corporation, filed as Exhibit 3.1 to our
Form 10-Q for the quarterly period ended June 30, 2003,
filed with the SEC on September 15, 2003 and
incorporated herein by reference.
4.2** Amended and Restated By-Laws of Citadel Broadcasting
Corporation, filed as Exhibit 3.2 to our Form 10-Q for
the quarterly period ended June 30, 2003, filed with
the SEC on September 15, 2003 and incorporated herein
by reference.
4.3* Citadel Broadcasting Company 401(k) Retirement Savings
Plan.
5* Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP
as to the legality of securities offered under the
Citadel Broadcasting Company 401(k) Retirement Savings
Plan.
23.1* Consent of Fried, Frank, Harris, Shriver & Jacobson LLP
(included in Exhibit 5).
23.2* Consent of Deloitte & Touche LLP.
24* Power of Attorney (included on the signature pages).
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* Filed herewith.
** Incorporated by reference.
We hereby undertake that we have submitted or will submit the Plan and any
amendment thereto to the Internal Revenue Service (the "IRS") in a timely
manner and have made or will make all changes required by the IRS in order to
qualify the Plan.
Item 9. Undertakings
(a) We hereby undertake:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the Registration Statement; and
(iii)To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that the undertakings set forth in
paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic
reports we filed under Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) We undertake that, for the purpose of determining any liability
under the Securities Act, each filing of our annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of those
securities at that time will be deemed to be the initial bona fide
offering.
(c) To the extent that indemnification for liabilities arising under
the Securities Act may be permitted to our directors, officers and
controlling persons in accordance with the provisions described in Item 6
of this Registration Statement, or otherwise, we have been advised that, in
the opinion of the SEC, indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by us of expenses incurred or paid by one of our directors,
officers or controlling persons in the successful defense of any action,
suit or proceeding) is asserted by a director, officer or controlling
person in connection with the securities being registered, we will, unless
in the opinion of our counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether indemnification is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of the issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, we certify that we
have reasonable grounds to believe that we meet all of the requirements for
filing on Form S-8, and have duly caused this Registration Statement to be
signed on our behalf by the undersigned, thereunto duly authorized, in the
City of New York, State of New York, on June 3, 2004.
CITADEL BROADCASTING CORPORATION
/s/ Farid Suleman
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By: Farid Suleman
Title: Chief Executive Officer and
Chairman
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Farid Suleman as his or her true and
lawful attorney-in-fact and agent with full powers of substitution and
resubstitution, for him or her in his or her name, place and stead, in any
and all capacities, to sign any and all amendments to this Registration
Statement (including post-effective amendments), and any and all additional
registration statements pursuant to Instruction E to Form S-8 and any and
all documents in connection therewith, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
SEC, granting unto said attorney-in-fact and agent full power and authority
to do and perform each and every act and thing requisite and necessary to
be done in and about the premises in order to effectuate the same, as fully
to all intents and purposes as he or she might or could do in person, and
hereby ratifies, approves and confirms all that his or her said
attorney-in-fact and agent, each acting alone, or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ Farid Suleman Chief Executive Officer June 3, 2004
------------------------- and Chairman
Farid Suleman
/s/ Randy L. Taylor Vice President--Finance June 3, 2004
------------------------- and Secretary (Principal
Randy L. Taylor Financial and Accounting
Officer)
/s/ David W. Checketts Director June 3, 2004
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David W. Checketts
/s/ Theorore J. Forstmann Director June 3, 2004
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Theodore J. Forstmann
/s/ J. Anthony Forstmann Director June 3, 2004
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J. Anthony Forstmann
/s/ Gordon A. Holmes Director June 3, 2004
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Gordon A. Holmes
/s/ Sandra J. Horbach Director June 3, 2004
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Sandra J. Horbach
Director June 3, 2004
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Michael A. Miles
Director June 3, 2004
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Charles P. Rose, Jr.
/s/ Herbert J. Siegel Director June 3, 2004
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Herbert J. Siegel
Pursuant to the requirements of the Securities Act, Citadel
Broadcasting Corporation, which administers the Plan, has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, on
June 3, 2004.
CITADEL BROADCASTING CORPORATION
/s/ Farid Suleman
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By: Farid Suleman
Title: Chief Executive Officer and
Chairman
Index to Exhibits
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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4.1** Restated Certificate of Incorporation of Citadel
Broadcasting Corporation, filed as Exhibit 3.1 to our
Form 10-Q for the quarterly period ended June 30, 2003,
filed with the SEC on September 15, 2003 and
incorporated herein by reference.
4.2** Amended and Restated By-Laws of Citadel Broadcasting
Corporation, filed as Exhibit 3.2 to our Form 10-Q for
the quarterly period ended June 30, 2003, filed with
the SEC on September 15, 2003 and incorporated herein
by reference.
4.3* Citadel Broadcasting Company 401(k) Retirement Savings
Plan.
5* Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP
as to the legality of securities offered under the
Citadel Broadcasting Company 401(k) Retirement Savings
Plan.
23.1* Consent of Fried, Frank, Harris, Shriver & Jacobson LLP
(included in Exhibit 5).
23.2* Consent of Deloitte & Touche LLP.
24* Power of Attorney (included on the signature pages).
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* Filed herewith.
** Incorporated by reference.